EX-10.1





 Exhibit 10.1 

RESOURCES CONNECTION, INC. 

DIRECTORS’ COMPENSATION POLICY 

Revised July 2015 

Directors of Resources Connection, Inc., a Delaware corporation (the “Company”), who are not employed by the Company or one of its
subsidiaries (“non-employee directors”) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company. This revised
policy is effective beginning July 14, 2015, and supersedes all prior policies concerning compensation of the Company’s non-employee directors as to their service from and after that time. The Board
has the right to amend this policy from time to time. 
  

					
	 Cash Compensation
	  			
	 Annual Retainer
	  	$	50,000	 
	 Additional Board Chair Retainer
	  	$	250,000	 
	 Additional Lead Independent Director Retainer
	  	$	15,000	 
	 Additional Committee Chair Retainers:
	  			
	 Audit Committee Chair
	  	$	20,000	 
	 Compensation Committee Chair
	  	$	15,000	 
	 Corporate Governance and Nominating Committee Chair
	  	$	10,000	 
	 Additional Committee Member Retainers:
	  			
	 Audit Committee
	  	$	5,000	 
	 Compensation Committee
	  	$	5,000	 
	 Corporate Governance and Nominating Committee
	  	$	2,500	 
		
	 Equity Compensation
	  			
	 Annual Equity Award
	  	$	100,000	 
		
	 	  	pro rata portion of Annual
Equity Award dependent
upon appointment or
election date for new
directors	 

 Cash Compensation 

Each non-employee director will be entitled to an annual cash retainer while serving on the Board in
the amount set forth above (the “Annual Retainer”). A non-employee director who serves as the Chair of the Board will be entitled to an additional cash retainer while serving in that position in the
amount set forth above (the “Additional Board Chair Retainer”). A non-employee director who serves as the Lead Independent Director of the Board will be entitled to an additional cash retainer while
serving in that position in the amount set forth above (the “Additional Lead Independent Director Retainer”). A non-employee director who serves as the Chair of the Audit Committee, the Compensation
Committee or the Corporate Governance and Nominating Committee of the Board will be entitled to an additional cash retainer while serving in that position in the applicable amount set forth above (“Additional Committee Chair Retainer”). A non-employee director who serves as a member of the Audit Committee, the Compensation Committee or the Corporate Governance and Nominating Committee of the Board will be entitled to an additional cash retainer while
serving as a member of that committee in the applicable amount set forth above (“Additional Committee Member Retainer”). 
 The
amounts of the Annual Retainer, Additional Board Chair Retainer, Additional Lead Independent Director Retainer, Additional Committee Chair Retainer and Additional Committee Member Retainer reflected above are expressed as annualized amounts. These
retainers will be paid on an annual basis. New non-employee directors, including any director who is employed or formerly employed by the Company or one of its subsidiaries and who first becomes a non-employee director as a result of ceasing to be so employed, will receive a pro rata portion of the Annual Retainer and any applicable Additional Retainers, with the proration based on the number of
calendar days in the calendar year that the director will serve as a non-employee director or will hold the particular position, as the case may be. 

  
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 Equity Awards 

Annual Restricted Stock Awards for Continuing Board Members 

On the first trading day of each calendar year, each non-employee director then in office will
automatically be granted an award of restricted stock with respect to shares of the Company’s common stock (“Annual Equity Award”). The number of shares subject to such Annual Equity Award will be determined by dividing the Annual
Equity Award grant value set forth above by the per-share closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole share). The date of grant will be the first
market trading date in January. Notwithstanding the foregoing, the Board may provide for a non-employee director to receive the value of the Annual Equity Award in cash if the
non-employee director’s equity holdings in the Company’s common stock already exceed ten times the applicable ownership level under the Company’s Stock Ownership Guidelines for Directors at the
time the Annual Equity Award would otherwise be granted. 
 Initial Restricted Stock Awards for New Directors 

Each new non-employee director appointed or elected after the start of the calendar year, as well as an
employee or former employee of the Company or one of its subsidiaries who ceases to be so employed or becomes a non-employee director after the start of a calendar year, will receive a pro rata portion
of the Annual Equity Award set forth above (or cash equivalent, if applicable) with the proration based on the number of calendar days in the calendar year that the director will serve as a non-employee
director. 
 The number of shares subject to such Annual Equity Award will be determined by dividing the Annual Equity Award grant value set
forth above by the per-share-closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole share). The date of grant will be the first market trading date following
the appointment or election of the non-employee or director. 
 Provisions Applicable to All Non-Employee Director Annual Equity Awards 
 Each Annual Equity Award will be made under and subject
to the terms and conditions of the Company’s 2014 Performance Incentive Plan, as amended (the “2014 Plan”), or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant, and
will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by the Board to evidence such type of grant pursuant to this policy. Each Annual Equity Award will vest in equal annual installments over the
four-year period following the grant date. Non-employee directors are also entitled to cash dividend and stockholder voting rights with respect to outstanding and unvested restricted stock awards granted under
the 2014 Plan.  
 Annual Equity Awards granted under the 2014 Plan are generally forfeited as to the unvested portion of the award
upon the non-employee director’s termination of service as a director of the Company for any reason. However, in the event the non-employee director ceases to serve
as a director due to his or her mandatory retirement as may be required pursuant to the Company’s mandatory retirement policy as then in effect for members of the Board, each Annual Equity Award that is outstanding and otherwise unvested
immediately prior to such retirement will generally become immediately vested and nonforfeitable upon the non-employee director’s termination of service as a director as a result of such retirement.
Annual Equity Awards, to the extent then outstanding and unvested, will become fully vested and nonforfeitable in the event of a Change in Control Event (as such term is defined in the 2014 Plan). 

Expense Reimbursement 
 All non-employee directors will be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or
committees thereof or in connection with other Board-related business. The Company will make reimbursement to a non-employee director within a reasonable amount of time following submission by the non-employee director of reasonable written substantiation for the expenses. 

  
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